<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________.
COMMISSION FILE NUMBER: 0-20850
HAGGAR CORP.
(Exact name of registrant as specified in the charter)
NEVADA 75-2187001
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6113 LEMMON AVENUE
DALLAS, TEXAS 75209
(Address of principal executive offices)
Registrant's telephone number, including area code: (214) 352-8481
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------------------- -----------------------------------
<S> <C>
Common stock Nasdaq National Market System
($0.10 par value per share)
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
NONE.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-------- ---------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
As of December 4, 2000 there were 6,530,366 shares of common stock outstanding.
The aggregate market value of the 5,982,348 shares of the common stock of Haggar
Corp. held by nonaffiliates on such date (based on the closing price of these
shares on the Nasdaq National Market System) was approximately $ 79,266,111.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III is incorporated by reference from the
Registrant's definitive proxy statement to be filed with the Commission pursuant
to Regulation 14A not later than 120 days after the end of the fiscal year
covered by this report.
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PART I
ITEM 1. BUSINESS
INTRODUCTION.
Haggar Corp., together with its subsidiaries (collectively the "Company"),
designs, manufactures, imports and markets casual and dress men's and women's
apparel products including pants, shorts, suits, sportcoats, shirts, dresses,
skirts and vests. Products are offered in a wide variety of styles, fabrics,
colors and sizes.
The Company's products are sold primarily through approximately 10,000 retail
stores operated by its customers, which include major department stores,
specialty stores and mass market retailers throughout the United States. The
Company offers its premium apparel products under the Haggar-Registered
Trademark- brand name, and also offers a more moderately priced line of
products through its mass-market retailer division, The Horizon Group. The
Company owns several other trademarks under which it markets or has marketed
its products. The Horizon Group also offers retailers quality products
bearing the retailer's own label.
In 1999, the Company, through its main operating subsidiary, Haggar Clothing
Co., acquired Jerell, Inc. ("Jerell"), a company engaged in the design and
marketing of women's apparel. The Company offers its women's apparel products
under several trademarks.
The Company also operates retail stores located in outlet malls throughout
the United States. As of September 30, 2000, the Company had opened 65 such
stores which market first quality Company products to the general public.
These stores also serve as a retail-marketing laboratory for the Company.
The Company was established in 1926 by J. M. Haggar, Sr., and has built its
reputation by offering high quality, ready-to-wear men's apparel at
affordable prices through innovations in product design, marketing and
customer service. Haggar Clothing Co. is the primary operating subsidiary.
Both Haggar Corp. and Haggar Clothing Co. are incorporated in Nevada.
PRODUCTS AND MAJOR BRANDS.
The Company's apparel products are manufactured with a wide array of fabrics
that emphasize style, comfort, fit and performance. The Company is well known
for its use of "performance fabrics" that maintain a fresh, neat appearance.
The Company's product lines are currently dominated by natural fiber (wool or
cotton) and blended (polyester/wool or polyester/rayon) fabrics, although the
Company also produces some apparel using a single synthetic (polyester or
rayon) fabric.
A significant portion of the Company's apparel lines consists of basic,
recurring styles, which the Company believes are less susceptible to "fashion
markdowns", as compared with higher fashion apparel lines. Thus, while the
Company strives to offer current fashions and styles, the bulk of its product
lines change relatively little from year to year. This consistency in product
lines enables the Company to operate on a cost-efficient basis and to more
accurately forecast the demand for particular products.
HAGGAR-Registered Trademark-. The Company's Haggar-Registered Trademark-
brands represented 63.4% of total apparel sales in fiscal 2000. These brands
receive widespread recognition among United States consumers for high
quality, affordable men's apparel. The full range of men's products offered
by the Company is marketed under these brands, including dress and casual
pants, sportcoats, suits, shirts and shorts. The Company has developed
specific product lines under these brands, intended to keep the Company in
the forefront of the trend among men toward more casual clothing, while
maintaining the Company's traditional strength in men's dress apparel.
Examples of these lines include Haggar Wrinkle-Free Cottons-Registered
Trademark-, City Casuals-TM- and Black Label-TM-. Haggar Wrinkle-Free
Cottons-Registered Trademark- offer all the comfort features of 100% cotton
pants and maintain their neat appearance, without the need for ironing or dry
cleaning. City Casuals-TM- and Black Label-TM- are fashionable lines of
coordinated coats, vests, pants and shirts designed to meet the need for
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"business casual" and high quality casual assortments. The Haggar brand is
also licensed to manufacturers of related apparel in categories outside the
core product lines of the Company.
Haggar branded products are sold nationwide primarily in major department
stores, including J.C. Penney, May Company Department Stores, Federated
Department Stores, Mervyn's California and Kohl's Department Stores. The
Company also markets its Haggar branded men's clothing through its own retail
stores located in outlet malls throughout the United States.
THE HORIZON GROUP. The Company's mass retailer division, The Horizon Group,
markets men's apparel products including dress pants, casual pants, shorts,
suits, sportcoats and shirts. These products, which are offered at lower
price points than Haggar brand products, are generally sold to mass market
retailers, such as Wal-Mart.
In addition to manufacturing products under its own labels, the Company also
manufactures men's apparel for certain of its customers under the individual
store's proprietary label. The Company's specialty label products are
primarily sold to major department stores, including J.C. Penney.
JERELL. The Company's women's wear division, Jerell, markets women's
sportswear including dresses, skirts, pants, and vests. These product lines
are primarily sold to major department stores, including Dillards and J.C.
Penney and catalog suppliers such as Coldwater Creek.
INTRODUCTION OF NEW PRODUCTS.
The Company is emphasizing the introduction of new products in order to
capitalize on its brand name recognition and retailer relationships. While
the Company has offered casual products in the past, it has increased its
efforts in this category through aggressive marketing and expansion of its
lines of Haggar Wrinkle-Free Cottons-Regustered Trademark- and Black
Label-TM-. The Company continues to emphasize its lines of shirts designed to
complement its pant product lines. While there is substantial competition in
these markets, the Company believes that it is well positioned to take
advantage of market opportunities.
DEPENDENCE ON KEY CUSTOMERS.
The number of major apparel retailers has decreased in recent years, and the
retail apparel industry continues to undergo consolidation. The Company's
five largest customers accounted for 52.8%, 55.4%, and 57.4 % of net sales
during the fiscal years ending September 30, 2000, 1999 and 1998,
respectively. The Company's largest current customer, J.C. Penney Company,
Inc., accounted for 25.4%, 24.8%, and 27.9% of the Company's net sales during
the fiscal years ending September 30, 2000, 1999 and 1998, respectively. The
Company's second largest current customer, Kohl's Department Stores, Inc.,
accounted for 11.3%, 11.2% and 10.4% of the Company's net sales during the
fiscal years ending September 30, 2000, 1999, and 1998, respectively. No
other customer accounted for more than 10% of consolidated revenues. The loss
of the business of one or more of the Company's larger customers could have a
material adverse effect on the Company's results of operations. The Company
has no long-term commitments or contracts with any of its customers.
COMPETITION.
The apparel industry is highly competitive due to its fashion orientation,
its mix of large and small producers, the flow of imported merchandise and a
wide variety of retailing methods. Competition has been exacerbated by
consolidations and closings of major department store groups. The Company has
many diverse competitors, some of whom have greater marketing and financial
resources than the Company. Intense competition in the apparel industry can
result in significant discounting and lower gross margins. The Company is the
market leader in sales of men's dress pants, custom-fit suits (separately
sized pants and matching jackets which may be purchased together to form a
suit requiring little or no alteration) and sportcoats, and holds the number
two market share in men's casual pants.
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The principal elements of competition in the apparel industry include style,
quality and price of products, brand loyalty, customer service and
advertising. The Company's product innovations and value-added services such
as floor-ready merchandise, electronic data interchange, fixturing and
concept shops position it to compete as a market leader. The Company also
believes that its brand recognition, merchandise with relatively low
vulnerability to changing fashion trends and affordable pricing enhance its
competitive position in the apparel industry. Additionally, the Company
believes its advertising campaigns promote consumer demand for its products
and enhance its brand and Company image.
DESIGN AND MANUFACTURING.
With limited exceptions, products sold by the Company's various divisions are
manufactured to the designs and specifications (including fabric selections)
of designers employed by those divisions.
During fiscal 2000, approximately 8% of the Company's products (measured in
units) were produced in the United States, with the balance manufactured in
foreign countries. Facilities operated by the Company accounted for all of
its domestic-made products. A portion of all product lines manufactured by
the Company is produced domestically with the exception of shirts and vests.
Approximately 25% of the Company's foreign-made products were manufactured by
facilities owned by the Company in Mexico and the Dominican Republic, with
the remaining 75% manufactured by unaffiliated companies in Asia, South
America, Central America, Mexico and the Dominican Republic.
The Company's foreign sourcing operations are subject to various risks of
doing business abroad, including currency fluctuations, quotas and other
regulations relating to imports, natural disasters and, in certain parts of
the world, political or economic instability. Although the Company's
operations have not been materially adversely affected by any of such factors
to date, any substantial disruption of its relationships with its foreign
suppliers could adversely affect its operations. Some of the Company's
imported merchandise is subject to United States Customs duties. In addition,
bilateral agreements between the major exporting countries and the United
States impose quotas which limit the amounts of certain categories of
merchandise that may be imported into the United States. Any material
increase in duty levels, material decrease in quota levels or material
decrease in available quota allocations could materially and adversely affect
the Company's operations.
RAW MATERIALS.
Raw materials used in manufacturing operations consist mainly of fabrics made
from cotton, wool, synthetics and blends of synthetics with cotton and wool.
These fabrics are purchased principally from major textile producers located
in the United States. In addition, the Company purchases such items as
buttons, thread, zippers and trim from a large number of other suppliers. Ten
vendors supplied approximately 62.4% of the Company's fabric and trim
requirements during the fiscal year ended September 30, 2000. The Company has
no long-term contracts with any of its suppliers but does not anticipate
substantial shortages of raw materials in 2001.
TRADEMARKS.
The Company owns many federal trademark registrations and has several other
trademark applications pending in the United States Patent and Trademark
Office. The Company has also registered or applied for registration of a
number of trademarks for use on a variety of apparel items in various foreign
countries. The Company regards its trademarks and other proprietary rights as
valuable assets and believes that they have significant value in the
manufacturing and marketing of its products.
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LICENSING.
The Company seeks to capitalize on consumer recognition and acceptance of the
Haggar-Registered Trademark- brands by licensing, both domestically and
internationally, the use of these trademarks on a variety of products.
Typically, the licensee's agreement with the Company gives it the right to
produce, market and sell specified products in a particular country or region
under one or more of the Company's trademarks. For example, the Company has
granted exclusive domestic licenses to unaffiliated manufacturers for the
production and marketing of men's leather goods, neckwear, hosiery, dress
shirts and outerwear under the Haggar-Registered Trademark- trademark.
In addition to using and licensing its own trademarks, the Company is the
licensee of certain trademarks owned by other apparel companies. During the
fourth quarter of fiscal 1999, the Company entered into a license agreement
to manufacture and market certain men's pants and shorts under the "DKNY"
trademark. The Company has also entered into a letter of intent with respect
to the manufacture and marketing of certain men's apparel as licensee of the
"Claiborne" trademark.
SEASONALITY.
In recent history, the Company's sales have exhibited some seasonality with
higher sales and income in its second and fourth quarters, which is prior to
the selling season for spring and fall merchandise, respectively (See Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Seasonality).
BACKLOG.
A substantial portion of the Company's net sales is based on orders for
immediate delivery, or so-called "soft-planning orders," submitted by apparel
retailers (which do not constitute purchase commitments). An analysis of
backlog is not, therefore, necessarily indicative of future net sales.
Retailers' use of such soft-planning orders increases the difficulty of
forecasting demand for the Company's products.
EMPLOYEES.
The Company employs approximately 2,069 persons domestically and 1,787
persons in foreign countries. In 2000, approximately 2,685 employees were
engaged in manufacturing operations, and the remainder were employed in
executive, marketing, wholesale and retail sales, product design,
engineering, accounting, distribution and purchasing activities. None of its
domestic employees is covered by a collective bargaining agreement with any
union. While the Company is not a party to any collective bargaining
agreements covering its foreign employees, applicable labor laws may dictate
minimum wages, fringe benefit requirements and certain other obligations. The
Company believes that relations with its employees are good.
ENVIRONMENTAL REGULATIONS.
Current environmental regulations have not had and, in the opinion of the
Company, assuming the continuation of present conditions, will not have any
material effect on the business, capital expenditures, earnings or
competitive position of the Company.
FINANCIAL INSTRUMENT DERIVATIVES.
The Company does not utilize financial instrument derivatives.
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ITEM 2. PROPERTIES
The Company's principal executive offices are located at 6113 Lemmon Avenue,
Dallas, Texas 75209. The general location, use, approximate size and
information with respect to the ownership or lease of the Company's principal
properties currently in use are set forth below:
<TABLE>
<CAPTION>
Approximate Owned/ Lease
Location Use Square Footage Leased Expiration
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<S> <C> <C> <C> <C>
Dallas, Texas Headquarters 443,000 Owned
Dallas, Texas Jerell Headquarters 121,000 Leased 2001
Dallas, Texas Jerell Warehouse &
Distribution 41,000 Leased 2001
Fort Worth, Texas Warehouse &
Distribution 660,000 Owned
Weslaco, Texas Fabric Cutting 115,000 Owned
Weslaco, Texas Warehouse 137,000 Owned
Edinburg, Texas Fabric Cutting &
Manufacturing 121,000 Owned
Leon, Mexico Manufacturing 39,000 Owned
La Romana, Dom. Rep. Manufacturing 41,000 Leased 2001
Higuey, Dom. Rep. Manufacturing 13,000 Leased 2011
Robstown (1) Excess Facility 68,000 Owned
Oklahoma City (1) Excess Facility 95,000 Leased 2001
Various (65 locations) (2) Retail Sales 203,000 Leased 2001 - 2005
</TABLE>
(1) Properties were previously used by the Company as
manufacturing plants but are no longer utilized by the
Company. The Company is profitably subleasing the property in
Oklahoma City, Oklahoma, to the U.S. Postal Service and is in
the process of offering for sale the Robstown facility.
(2) These properties are the Company's 65 retail stores located in
outlet malls throughout the United States. The retail stores
range in size from approximately 2,100 to 11,000 square feet.
All of the properties owned by the Company are free from material
encumbrances, except the Company's fabric cutting facility located at
Weslaco, Texas, which is subject to a lien securing an industrial revenue
bond financing in the amount of $2.5 million. The Company believes that its
existing facilities are well maintained, in good operating condition and
adequate for its present and anticipated levels of operations.
Future manufacturing needs are anticipated to be met through owned facilities
and through the use of outside contractors. The Company's Customer Service
Center ("CSC") in Fort Worth, Texas, is expected to meet the Company's
distribution requirements for the foreseeable future.
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ITEM 3. LEGAL PROCEEDINGS
The Company has been named as a defendant in several legal actions arising from
its normal business activities, including actions brought by certain terminated
employees. Although the amount of any liability that could arise with respect to
these actions cannot be accurately predicted, the claims and damages alleged,
the progress of the litigation to date, and past experience with similar
litigation leads the Company to believe that any liability resulting from these
actions will not individually or collectively have a material adverse effect on
the financial condition of the Company.
During the last two years, two jury verdicts totaling $5.2 million have been
returned against subsidiaries of the Company related to claims by former
employees for wrongful discharge and common law tort. Management and legal
counsel believe the verdicts in these lawsuits are both legally and factually
incorrect, and the Company intends to appeal the original jury verdicts.
Management does not believe that the outcome of these appeals will have a
material adverse impact on its financial statements.
The Company maintains general liability, workers' compensation and employers
liability insurance. The Company intends to pass the costs associated with
lawsuits to its insurance carriers, under the applicable policies, if any,
subject to the deductible limits and other provisions and exclusions of those
policies.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on the Nasdaq National Market System under
the symbol "HGGR." The following table sets forth, for the fiscal quarters
indicated, the high and low prices for the Common Stock as reported by the
Nasdaq National Market System and the dividends paid per common share.
<TABLE>
<CAPTION>
2000 FISCAL QUARTER
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1st 2nd 3rd 4th
-------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
High 12 7/8 14 7/8 14 1/4 13
Low 10 9/16 11 3/4 10 5/16 10 9/16
Dividend $0.05 $0.05 $0.05 $0.05
</TABLE>
<TABLE>
<CAPTION>
1999 FISCAL QUARTER
-----------------------------------------------------------------------------------
1st 2nd 3rd 4th
-------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
High 14 3/8 12 3/16 13 1/2 14 1/2
Low 10 3/16 9 9/16 9 15/16 12 1/8
Dividend $0.05 $0.05 $0.05 $0.05
</TABLE>
As of December 4, 2000, the Company had approximately 155 stockholders of record
and approximately 3,140 beneficial owners.
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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial information below should be read in
conjunction with "Item 8, Financial Statements and Supplementary Data" and "Item
7, Management's Discussion and Analysis of Financial Condition and Results of
Operations." The selected consolidated financial information for the five years
ended September 30, 2000, is derived from financial statements of the Company,
which have been audited by Arthur Andersen LLP, independent public accountants.
<TABLE>
<CAPTION>
Year Ended September 30,
2000 1999 (1) 1998 1997 1996
------------ ------------ ------------ ------------ -------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales $ 432,855 $ 434,358 $ 402,475 $ 406,030 $ 437,942
Cost of goods sold 287,392 290,900 277,713 287,434 315,351
Restructuring charge (2) -- -- -- -- 8,680
------------ ------------ ------------ ------------ -------------
Gross profit 145,463 143,458 124,762 118,596 113,911
Selling, general and administrative
expenses(3) (128,849) (128,629) (112,296) (113,061) (113,037)
Restructuring charge (2) -- -- -- -- (5,320)
Gain from storm damage (4) -- -- -- -- 1,140
Royalty income 2,436 3,244 2,878 2,076 2,630
------------ ------------ ------------ ------------ -------------
Operating income (loss) 19,050 18,073 15,344 7,611 (676)
Other income, net 1,370 1,213 1,094 1,954 1,563
Interest expense (4,084) (3,652) (3,452) (3,525) (4,293)
------------ ------------ ------------ ------------ -------------
Income (loss) from operations before
provision (benefit) for income taxes 16,336 15,634 12,986 6,040 (3,406)
Provision (benefit) for income taxes 7,054 6,236 4,962 2,297 (986)
------------ ------------ ------------ ------------ -------------
Net income (loss) $ 9,282 $ 9,398 $ 8,024 $ 3,743 $ (2,420)
============ ============ ============ ============ =============
Net income (loss) per common share
on a diluted basis $ 1.37 $ 1.26 $ 0. 94 $ 0.44 $ (0.28)
on a basic basis $ 1.38 $ 1.26 $ 0. 94 $ 0.44 $ (0.28)
Cash dividends declared per common share $ 0.20 $ 0.20 $ 0. 20 $ 0.20 $ 0.20
Weighted average number of common shares
on a diluted basis 6,786 7,465 8,545 8,555 8,552
on a basic basis 6,733 7,437 8,530 8,551 8,552
BALANCE SHEET DATA (AT PERIOD END):
Working capital $ 117,254 $ 92,784 $ 124,499 $ 126,554 $ 136,172
Total assets 272,356 263,531 251,975 262,053 278,334
Long-term debt 46,333 21,374 24,937 31,800 42,112
Stockholders' equity 163,784 164,448 165,475 164,514 162,482
</TABLE>
(1) In fiscal 1999, the Company purchased Jerell, Inc., a company engaged in
the design and marketing of women's apparel.
(2) During fiscal year 1996, the Company decided to restructure its worldwide
manufacturing capacity, which resulted in a $14.0 million nonrecurring
charge.
(3) During fiscal year 1999, the company recognized a gain of $4.4 million
related to insurance proceeds received in excess of losses incurred as a
result of the damage caused by Hurricane George in September 1998 at two of
the Company's leased manufacturing facilities.
(4) During fiscal 1996, the Company recognized a $1.1 million gain from storm
damage as a result of collections of insurance proceeds in excess of the
prior year recorded receivable.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of the consolidated results of operations
and financial condition of Haggar Corp. should be read in conjunction with the
accompanying consolidated financial statements and related notes contained in
"Item 8, Financial Statements and Supplementary Data" to provide additional
information concerning the Company's financial activities and condition.
RESULTS OF OPERATIONS.
The following table sets forth certain financial data expressed as a percentage
of net sales for each of the fiscal years ended September 30, 2000, 1999 and
1998.
<TABLE>
<CAPTION>
Year Ended September 30,
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0%
Cost of goods sold (66.4) (67.0) (69.0)
-------- -------- --------
Gross profit 33.6 33.0 31.0
Selling, general and
administrative expenses (29.8) (29.6) (27.9)
Royalty income 0.6 0.8 0.7
-------- -------- --------
Operating income 4.4 4.2 3.8
Other income, net 0.3 0.2 0.3
Interest expense (0.9) (0.8) (0.9)
-------- -------- --------
Income from operations before
provision for income taxes 3.8 3.6 3.2
Provision for taxes 1.6 1.4 1.2
-------- -------- --------
Net income 2.2% 2.2% 2.0%
======== ======== ========
</TABLE>
FISCAL 2000 COMPARED TO FISCAL 1999
Net sales decreased .3% to $432.9 million in fiscal 2000 compared to net sales
of $434.4 million in fiscal year 1999. The decrease in net sales during fiscal
2000 is primarily attributable to decreased sales with a few key customers due
to the customers' change in product focus. This decrease is offset by an
increase in Jerell sales since the Company owned Jerell for all of fiscal 2000.
Excluding the impact of Jerell, unit sales increased 0.8% and the average sales
price decreased 1.1%.
Gross profit as a percentage of net sales increased to 33.6% in 2000 compared to
33.0% in 1999. The increase in gross profit is primarily the result of further
shifts to offshore production, improved inventory management, SKU reductions and
improved manufacturing techniques in cutting and marking.
Selling, general and administrative expenses as a percentage of net sales
generally remained consistent between 2000 and 1999. The $.2 million increase in
selling, general and administrative expenses relates to expenses for new
businesses such as the DKNY license of $3.5 million, Haggar Canada of $1.2
million, Haggar Japan operations increases of $1.6 million, as well as increased
expenses in the Haggar Direct division for new stores of $0.8 million and a full
twelve month impact of Jerell for fiscal 2000 of $2.5 million. The increases are
offset by decreases in selling, shipping, and marketing expenses of $5.1
million, reductions in management information systems ("MIS"), legal, and
administrative expenses of $3.7 million, and decreases in Haggar UK expenses of
$.6 million.
Royalty income decreased to $2.4 million in fiscal 2000 compared to $3.2 million
in 1999. The decrease relates primarily to weaker sales of dress shirts due to
the domestic licensee's loss of a key customer. Additionally, the Company
acquired the women's wear licensee in Canada during fiscal 2000.
Other income, net remained stable at $1.4 million in fiscal 2000 compared to
$1.2 million in fiscal 1999.
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FISCAL 1999 COMPARED TO FISCAL 1998
Net sales increased 7.9% to $434.4 million in fiscal 1999 compared to net sales
of $402.5 million in fiscal year 1998. The increase in net sales during fiscal
1999 was primarily attributable to the inclusion of Jerell's net sales since the
acquisition. Excluding the impact of Jerell, unit sales increased 1.9% and the
average sales price decreased 2.7%. The 2.7% decrease in average sales price was
primarily attributable to certain inventory markdowns on sportcoats and shirts.
Gross profit as a percent of net sales increased to 33.0% in 1999 compared to
31.0% in 1998. The increase in gross profit was primarily the result of further
shifts to offshore production, inventory management, SKU reductions and new,
innovative manufacturing techniques in cutting and marking. The acquisition of
Jerell did not have a significant impact on the Company's gross profit as a
percent of net sales.
Selling, general and administrative expenses as a percent of net sales increased
to 29.6% in fiscal 1999 compared to 27.9% in fiscal 1998. Actual selling,
general and administrative expenses increased to $128.6 million in 1999 from
$112.3 million for 1998. The $16.3 million increase in selling, general and
administrative expenses during fiscal 1999 was primarily the result of an
increase of approximately $3.0 million in expenses related to the opening and
operations of 11 new retail stores, the start of Haggar Japan operations during
fiscal 1999 of $1.2 million, severance costs of $1.7 million resulting from a
reduction of 42 people from the Company's sales force and corporate personnel,
the inclusion of Jerell expenses since the acquisition of $12.2 million, and an
increase in legal expenses for fiscal 1999. These increases were offset by a
decrease of approximately $1.3 million in shipping and labor costs resulting
from increased efficiencies at the Customer Service Center ("CSC") and a $4.4
million gain related to insurance recoveries resulting from damage by Hurricane
George in fiscal 1998.
Royalty income increased to $3.2 million in fiscal 1999 compared to $2.9 million
in 1998. The increase relates primarily to stronger sales of dress shirts by a
domestic licensee and sales by our international licensee in Mexico.
Other income, net remained relatively flat at $1.2 million in fiscal 1999
compared to $1.1 million in fiscal 1998.
INCOME TAXES.
The Company's income tax provision, as a percent of income from operations
before income tax, was 43.2% in fiscal 2000. Comparatively, the Company's income
tax provision, as a percent of income from operations before income tax, was
39.9% and 38.2% in fiscal 1999 and 1998, respectively. The increase as a percent
of income from operations before income tax in fiscal 2000 is due to the
nondeductibility of goodwill amortization related to the Jerell acquisition. For
fiscal 2000, 1999 and 1998, the effective income tax rates differed from the
statutory rates because of state income taxes, tax credits utilized and certain
permanent tax differences including non-deductible goodwill.
11
<PAGE>
SEASONALITY.
The Company's sales have exhibited some seasonality with higher sales and
income in the second and fourth quarters, which are prior to and during the
selling seasons for spring and fall merchandise, respectively, which reflect
the buying patterns of the Company's customers. The following table presents
certain data for each of the Company's last twelve fiscal quarters. The
quarterly data is unaudited but gives effect to all adjustments (consisting
of normal recurring adjustments) necessary, in the opinion of management of
the Company, to present fairly the data for such periods (in thousands,
except per share data).
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
(1) (1) (1)
<S> <C> <C> <C> <C> <C>
Net sales 2000 $ 98,682 $117,068 $102,053 $115,052
1999 84,795 120,263 107,215 122,085
1998 102,471 94,683 90,192 115,129
Gross profit 2000 $ 34,301 $ 37,826 $ 32,810 $ 40,526
1999 29,656 37,732 35,269 40,801
1998 30,913 29,414 28,615 35,820
Selling general and administrative expenses (2) 2000 $ 32,954 $ 33,929 $ 30,551 $ 31,415
1999 28,773 34,815 32,339 32,702
1998 28,931 27,258 26,687 29,420
Income before income taxes 2000 $ 936 $ 3,643 $ 2,265 $ 9,492
1999 807 3,208 2,871 8,748
1998 1,838 1,917 1,996 7,235
Net income 2000 $ 557 $ 2,182 $ 1,423 $ 5,120
1999 494 1,895 1,825 5,184
1998 1,130 1,175 1,231 4,488
Net income per common share and 2000 $ 0.08 $ 0.31 $ 0.21 $ 0.77
common share equivalent 1999 0.06 0.25 0.25 0.70
on a diluted basis 1998 0.13 0.14 0.14 0.53
</TABLE>
(1) In the second quarter of fiscal 1999, the Company acquired
Jerell, Inc., a company engaged in designing and marketing
women's apparel. The Company's consolidated financial statements
have incorporated Jerell's operating results from the effective
date of the acquisition.
(2) During fiscal year 1999, the Company recognized a gain of $4.4
million related to insurance proceeds received in excess of
losses incurred as a result of the damage caused by Hurricane
George in September 1998 at two of the Company's leased
manufacturing facilities. Of the $4.4 million gain, $2.0 million
was recorded in the third quarter and $2.4 million was recorded
in the fourth quarter of fiscal 1999.
12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES.
The Company's trade accounts receivable potentially expose the Company to
concentrations of credit risk as all of its customers are in the retail
apparel industry. The Company performs ongoing credit evaluations of its
customers' financial conditions and establishes an allowance for doubtful
accounts based upon factors related to the credit risk of specific customers,
historical trends and other information. In addition, the Company has a
factoring agreement with Bank of America for the purposes of providing credit
administration for Jerell's trade accounts receivable. Under the factoring
agreement, Bank of America purchases substantially all of Jerell's trade
accounts receivable without recourse with some loss sharing occurring in
certain circumstances.
Inventories at the end of fiscal 2000 increased to $92.6 million from $86.0
million at the end of fiscal 1999. The increase in inventory levels reflects
the business expansion in DKNY, Haggar Canada, Haggar Japan and Jerell.
The Company's external financing needs are met through an unsecured revolving
credit facility (the "Facility") with certain banks. The Facility provides
the Company with a $100.0 million line of credit. The amount available under
the Facility is limited to the lesser of $100.0 million minus any letter of
credit exposure or the borrowing base as defined in the Facility. During
fiscal 1999, the Company amended the Facility to extend the expiration date
to June 30, 2002. As of September 30, 2000, the Company had $29 million
outstanding under the Facility and had a borrowing capacity of $62 million.
In 1995, the Company completed the sale and issuance of $25.0 million in
senior notes. The proceeds from the notes were used to partially fund the
construction of the Company's new CSC. Significant terms of the senior notes
include a maturity date of ten years from the date of issuance, interest
payable semi-annually and annual principal payments beginning in the fourth
year. The interest rate on the senior notes is fixed at 8.49%. The terms and
conditions of the note purchase agreement governing the senior notes include
restriction on the sale of assets, limitations on additional indebtedness and
the maintenance of certain net worth requirements.
The Company used cash in operating activities for the fiscal year ended
September 30, 2000, of $3.2 million. The cash used is primarily a result of
the increase in inventory of $6.6 million, the increase of accounts
receivable of $6.9 million, a decrease in accounts payable and accrued
liabilities of $12.8 million offset by net income of $9.3 million. The
Company used cash in investing activities of $11.9 million during fiscal 2000
primarily for the purchases of property, plant and equipment of $10.6
million. Cash flows provided by financing activities of $15.6 million for the
2000 fiscal year were primarily the result of a net increase in long-term
debt of $24.9 million offset predominately by $8.2 million in purchases of
treasury stock.
By comparison, the Company provided cash from operating activities for the
fiscal year ended September 30, 1999, of $52.9 million (net of effects from
the purchase of Jerell, Inc.). The cash provided is primarily a result of the
reduction in inventory of $15.5 million, the reduction of accounts receivable
and due from factor of $5.8 million, and an increase in accounts payable and
accrued liabilities of $11.6 million. The Company used cash in investing
activities of $49.0 million during fiscal 1999, the result of purchases of
property, plant and equipment of $10.4 million primarily in conjunction with
the opening of retail stores during the fiscal year and the acquisition of
Jerell, Inc. for $39.3 million. Cash flows used in financing activities of
$17.7 million for the 1999 fiscal year were primarily the result of a net
reduction in long-term debt of $3.8 million, the $3.5 million payment of
short-term borrowings for the UK subsidiary and the purchase of $9.0 million
in treasury stock.
The Company believes that the cash flow generated from operations and the
funds available under the foregoing credit facilities will be adequate to
meet its working capital and related financing needs for the foreseeable
future.
Inflation did not materially impact the Company in 2000, 1999 or 1998.
13
<PAGE>
NEW ACCOUNTING STANDARDS.
In fiscal 2000, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition" to reaffirm and clarify
criteria for revenue recognition and disclosure. The Company adopted this
accounting bulletin in fiscal 2000, and the impact was not significant.
In 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued to establish accounting and reporting standards for
derivative instruments and hedging activities. The Company does not utilize
derivative instruments nor does it perform hedging activities as defined in
the new pronouncement. The Company will adopt this new accounting standard in
fiscal 2001. Had the Company adopted SFAS No. 133 this year, there would have
been no material affect to the financial statements for the years ended
September 30, 2000, 1999, and 1998.
YEAR 2000 CONSIDERATIONS
GENERAL. The Year 2000 issue concerns the inability of some computerized
systems to properly process date-sensitive information on and after January
1, 2000, because of the use of only the last two digits to identify a year.
The Company had a full-time project manager coordinating the assessment and
remediation of Year 2000 issues affecting the Company. The project manager
and team leaders from various areas within the Company implemented the
remediation necessary to prepare the Company for the Year 2000. The Year 2000
steering committee, composed of members from various functional groups,
provided oversight by reviewing and evaluating the progress of the Year 2000
program. In addition to its internal Year 2000 compliance program, the
Company requested information from a majority of its customers and vendors
concerning their Year 2000 compliance.
STATE OF READINESS. The Company completed the assessment, remediation and
testing of all its computerized systems by November 30, 1999. Subsequent to
December 31, 1999, the Company has not experienced any significant systems
failures related to the Year 2000 issue. Similarly, no customers or suppliers
have reported any significant Year 2000 problems to the Company.
COSTS TO ADDRESS YEAR 2000 ISSUES. The Company executed its Year 2000 program
primarily with existing internal resources. The principal costs associated
with these internal resources were payroll and employee benefits of the
information systems group. The Company did not separately track the internal
costs attributable to the Year 2000 program.
The Company also incurred costs for contract programmers and systems upgrades
in connection with its Year 2000 program. As a result of Year 2000 issues,
the Company elected to upgrade its accounting, order processing,
manufacturing, and electronic data interchange software; retail store
systems; distribution conveyor systems; and most PC hardware and software
systems. No other significant projects were accelerated or deferred due to
Year 2000 issues. The costs of these programmers and upgrades were not
material to the results of operations or the financial condition of the
Company. All costs of Year 2000 compliance were recorded in the period
incurred.
CONTINGENCY PLANS. In preparation for the 2000 calendar year, the Company
developed contingency plans for potential risks such as interruptions in
supply chain, transportation delays and communications breakdowns with
foreign vendors. The Company generated risk analysis reports from the testing
of systems and the responses received from customers and vendors. The reports
were divided between internal and external risks.
The internal risks related to the Company's systems and facilities. The
Company conducted extensive testing to assure the Company that date changes
would not affect its systems before, during or after January 1, 2000. In
addition, the Company increased MIS staff coverage from December 30, 1999, to
January 15, 2000. Also, facilities staff were on site during the January 1
weekend to confirm that building and mechanical systems operated as expected.
14
<PAGE>
The external risk categories covered in the reports were customers,
importers, piece goods and trim suppliers, manufacturing contractors,
licensees, transportation and utility vendors. The Company's senior managers
used risk analysis reports to develop contingency plans where necessary. In
light of the lack of any significant Year 2000 problems reported to date, the
contingency plans were not utilized.
FORWARD LOOKING STATEMENTS.
This report contains certain forward-looking statements. In addition, from
time to time the Company may issue press releases and other written
communications, and representatives of the Company may make oral statements,
which contain forward-looking information. Except for historical information,
matters discussed in such oral and written communications are forward-looking
statements that involve risks and uncertainties which could cause actual
results to differ materially from those in such forward-looking statements.
Although the Company believes that any forward-looking statements are based
on reasonable assumptions, it can give no assurance that its expectations
will in fact occur and cautions that actual results may differ materially
from those in any forward-looking statements. A number of factors could
affect the results of the Company or the apparel industry generally and could
cause the Company's expected results to differ materially from those
expressed in this filing. These factors include, among other things:
- Changes in general business conditions
- Impact of competition in the apparel industry,
- Changes in the performance of the retail sector in general and the
apparel industry in particular,
- Seasonality of the Company's business,
- Changes in consumer acceptance of new products and the success of
advertising, marketing and promotional campaigns,
- Changes in laws and other regulatory actions,
- Changes in labor relations,
- Political and economic events and conditions domestically or in the
foreign jurisdictions in which the Company operates,
- Unexpected judicial decisions,
- Changes in interest rates and capital market conditions,
- Inflation,
- Acquisition or dissolution of business enterprises,
- Natural disasters, and
- Unusual or infrequent items that cannot be foreseen or are not
susceptible to estimation.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Report of Independent Public Accountants, Financial Statements and Notes
to Financial Statements follow.
15
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Haggar Corp.:
We have audited the accompanying consolidated balance sheets of Haggar Corp.
(a Nevada corporation) and subsidiaries as of September 30, 2000 and 1999,
and the related consolidated statements of operations, stockholders' equity
and cash flows for each of the three years in the period ended September 30,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Haggar Corp. and
subsidiaries as of September 30, 2000 and 1999, and the results of its
operations and its cash flows for each of the three years in the period ended
September 30, 2000, in conformity with accounting principles generally
accepted in the United States.
Arthur Andersen LLP
Dallas, Texas,
October 31, 2000
16
<PAGE>
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Year Ended September 30,
-----------------------------------------------
2000 1999 1998
--------- --------- ---------
<S> <C> <C> <C>
Net sales $ 432,855 $ 434,358 $ 402,475
Cost of goods sold 287,392 290,900 277,713
--------- --------- ---------
Gross profit 145,463 143,458 124,762
Selling, general and administrative expenses (128,849) (128,629) (112,296)
Royalty income 2,436 3,244 2,878
--------- --------- ---------
Operating income 19,050 18,073 15,344
Other income, net 1,370 1,213 1,094
Interest expense (4,084) (3,652) (3,452)
--------- --------- ---------
Income from operations before provision
for income taxes 16,336 15,634 12,986
Provision for income taxes 7,054 6,236 4,962
--------- --------- ---------
Net income $ 9,282 $ 9,398 $ 8,024
========= ========= =========
Net income per share on a basic basis $ 1.38 $ 1.26 $ 0.94
========= ========= =========
Net income per share on a
diluted basis $ 1.37 $ 1.26 $ 0.94
========= ========= =========
Weighted average number of common shares
outstanding - Basic 6,733 7,437 8,530
Weighted average number of common shares
and common share-equivalents outstanding - Diluted 6,786 7,465 8,545
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
17
<PAGE>
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30,
----------------------------
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,238 $ 6,380
Accounts receivable, net 66,362 59,488
Due from factor 1,951 4,034
Inventories 92,581 85,985
Deferred tax benefit 10,624 12,100
Other current assets 1,737 1,639
----------- -----------
Total current assets 179,493 169,626
Property, plant and equipment, net 59,563 61,897
Goodwill, net 26,505 28,751
Other assets 6,795 3,257
----------- -----------
Total assets $ 272,356 $ 263,531
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 25,176 $ 33,030
Accrued liabilities 22,970 27,954
Accrued wages and other
employee compensation 6,106 7,014
Accrued workers' compensation 3,941 4,775
Current portion of long-term debt 4,046 4,069
----------- -----------
Total current liabilities 62,239 76,842
Deferred income taxes - 867
Long-term debt 46,333 21,374
----------- -----------
Total liabilities 108,572 99,083
Commitments and contingencies
Stockholders' equity:
Commonstock - par value $0.10 per share; 25,000,000
shares authorized and 8,582,998, 8,576,998 shares issued
at September 30, 2000 and 1999, respectively 858 857
Additional paid-in capital 41,931 41,860
Cumulative translation adjustment (565) -
Retained earnings 144,287 136,267
----------- -----------
186,511 178,984
Less - Treasury stock, 2,043,205 and 1,391,605 shares at
cost at September 30, 2000 and 1999, respectively (22,727) (14,536)
----------- -----------
Total stockholders' equity 163,784 164,448
----------- -----------
Total liabilities and stockholders' equity $ 272,356 $ 263,531
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
18
<PAGE>
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Common Stock
------------ Cumulative Total
$0.10 Par Value Additional Retained Translation Treasury Stockholders' Comprehensive
Shares $ Paid-In Capital Earnings Adjustment Stock Equity Income
--------------- --------------- -------- ---------- ----- ------ ------
Balance
<S> <C> <C> <C> <C> <C> <C> <C> <C>
September 30, 1997 8,560,636 $856 $41,641 $122,018 $ - $ (1) $ 164,514 $ -
Common Stock
Issuance 16,362 1 219 - - - 220 -
Common Stock
Dividends declared
($0.20 per share) - - - (1,713) - - (1,713) -
Purchase of Treasury
Stock - - - - - (5,570) (5,570) -
Net income - - - 8,024 - - 8,024 8,024
--------- ---------------- --- ---------- ---------- ---------- -------- -----
Comprehensive
Income - - - - - - - $ 8,024
=======
Balance
September 30, 1998 8,576,998 857 41,860 128,329 - (5,571) 165,475
Common Stock
Dividends declared
($0.20 per share) - - - (1,460) - - (1,460) -
Purchase of Treasury
Stock - - - - - (8,965) (8,965) -
Net income - - - 9,398 - - 9,398 9,398
--------- ---------------- --- ---------- ---------- ---------- ----- ----- ----- -----
Comprehensive
Income - - - - - - - $ 9,398
=======
Balance
September 30, 1999 8,576,998 857 41,860 136,267 - (14,536) 164,448
Common Stock
Issuance 6,000 1 71 - - - 72 -
Common Stock
Dividends declared
($0.20 per share) - - - (1,262) - - (1,262) -
Purchase of Treasury
Stock - - - - - (8,191) (8,191) -
Foreign Currency
Translation - - - - (565) - (565) (565)
Adjustment
Net income - - - 9,282 - - 9,282 9,282
--------- ------ --- ---------- ---------- ---------- ----- -----
Comprehensive
Income - - - - (565) - (565) $ 8,717
-------
Balance
September 30, 2000 8,582,998 $858 $41,931 $144,287 $(565) $(22,727) $(163,784)
========= ---- ======= ======== ====== ======== =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
19
<PAGE>
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended September 30,
-------------------------------------------
2000 1999 1998
--------- --------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 9,282 $ 9,398 $ 8,024
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 13,824 14,110 12,857
Gain on disposal of property, plant and equipment (867) (577) (205)
Changes in assets and liabilities, net of effects
from the purchase of Jerell, Inc.:
Accounts receivable, net (6,874) 4,020 7,356
Due from factor 2,083 1,796 -
Inventories (6,596) 15,463 12,998
Current deferred tax benefit 1,476 (4,174) 2,450
Other current assets (98) 288 2,276
Accounts payable (7,854) 5,847 (8,876)
Accrued liabilities (4,984) 5,743 (3,193)
Accrued wages and other employee compensation (908) 616 2,917
Accrued workers' compensation (834) 211 (384)
Deferred long-term income tax liability (867) 122 745
--------- --------- -----------
Net cash (used in) provided by operating activities (3,217) 52,863 36,965
--------- --------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment, net (10,626) (10,376) (10,179)
Purchase of Jerell, Inc. - (39,317) -
Proceeds from sale of property, plant and equipment, net 1,563 1,653 1,861
Increase in other assets (2,852) (1,009) (1,232)
--------- --------- -----------
Net cash used in investing activities (11,915) (49,049) (9,550)
--------- --------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds (payments) from short-term borrowings - (3,453) 1,091
Purchases of treasury stock at cost (8,191) (8,965) (5,570)
Proceeds from issuance of long-term debt 156,000 114,000 18,000
Proceeds from issuance of common stock 72 - 220
Payments on long-term debt (131,064) (117,836) (21,339)
Payments of cash dividends (1,262) (1,460) (1,713)
--------- --------- -----------
Net cash provided by (used in) financing activities 15,555 (17,714) (9,311)
--------- --------- -----------
Effects of exchange rates on cash and cash equivalents (565) - -
Increase (decrease) in cash and cash equivalents (142) (13,900) 18,104
Cash and cash equivalents, beginning of period 6,380 20,280 2,176
--------- --------- -----------
Cash and cash equivalents, end of period $ 6,238 $ 6,380 $ 20,280
========= ========= ===========
Supplemental disclosure of cash flow information
Cash paid (received) for:
Income taxes, net $ 7,326 $ 8,708 $ (2,221)
Interest, net of amounts capitalized $ 3,917 $ 3,866 $ 3,554
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
20
<PAGE>
HAGGAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000, 1999 AND 1998
1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Haggar Corp. (a Nevada Corporation) and subsidiaries (the "Company") design,
manufacture, import and market men's apparel products including pants,
shorts, suits, sportcoats, shirts, and women's sportswear and dresses. The
Company's products are sold to retail stores throughout the United States
including major department stores, specialty stores and mass market
retailers. The Company offers its premium men's apparel products under the
Haggar(R) brand name, and also offers a more moderately priced line of
products through its mass-market retailer division, The Horizon Group. In
addition, the Company offers retailers quality products bearing the
retailer's own label. The Company's Jerell subsidiary that was acquired in
1999, offers women's apparel under various brand names. The Company's Haggar
Direct, Inc. subsidiary was formed in 1995 for the purpose of developing and
operating retail stores located in retail outlet malls throughout the United
States. The Company's foreign operations are conducted through Haggar
Apparel, Ltd., Haggar Canada Co. and Haggar Japan Co., Ltd., which market the
Company's branded products in Europe, Canada and Japan, respectively.
Additionally, the Company derives royalty income from the use of its
trademarks by manufacturers of various products that the Company does not
produce. The Company is headquartered in Dallas, Texas, with manufacturing
facilities in Texas, Mexico, and the Dominican Republic.
The consolidated financial statements include the accounts of Haggar Corp.,
Haggar Clothing Co. ("Clothing Co."), which is the main operating subsidiary,
Haggar Direct, Inc., Haggar Apparel Ltd., Jerell, Inc., Haggar Japan Co., Ltd.,
Haggar Canada Co. and all other subsidiaries of Clothing Co. All significant
intercompany transactions and balances have been eliminated in consolidation.
The accompanying consolidated financial statements reflect the application of
certain accounting policies as described below and in the remaining notes.
PRIOR YEAR RECLASSIFICATION
Certain items in the prior year presentation have been reclassified to reflect
the current year presentation.
CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers all highly
liquid investments with original maturities of three months or less to be cash
equivalents.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Accounts receivable are net of allowances for doubtful accounts of $785,000 and
$1,736,000 at September 30, 2000 and 1999, respectively.
CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially expose the Company to concentrations of
credit risk, as defined by Statement of Financial Accounting Standards (SFAS)
No. 105, "Disclosure of Information about Financial Instruments with Off-Balance
Sheet Risk and Financial Instruments with Concentrations of Credit Risk,"
consist primarily of trade accounts receivable. The Company's customers are not
concentrated in any specific geographic region but are concentrated in the
apparel industry. One customer accounted for 25.4%, 24.8% and 27.9% of the
Company's net sales during the years ended September 30, 2000, 1999 and 1998,
respectively. The next largest customer accounted for 11.3%, 11.2% and 10.4% of
the Company's net sales during 2000, 1999 and 1998, respectively. No other
customer accounted for more than 10% of consolidated revenues. The loss of the
business of one or more of the Company's larger customers could have a material
adverse effect on the Company's results of
21
<PAGE>
operations. The Company performs ongoing credit evaluations of its customers'
financial condition. The Company establishes an allowance for doubtful
accounts based upon factors surrounding the credit risk of specific
customers, historical trends and other information.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market and
consisted of the following at September 30, 2000 and 1999 (in thousands):
<TABLE>
2000 1999
------------- -------------
<S> <C> <C>
Piece goods $ 12,675 $ 10,001
Trimming and supplies 3,017 2,651
Work-in-process 17,955 17,443
Finished garments 58,934 55,890
------------- -------------
$ 92,581 $ 85,985
============= =============
</TABLE>
Work-in-process and finished garments inventories consisted of materials, labor
and manufacturing overhead.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, stated at cost, consisted of the following at
September 30, 2000 and 1999 (in thousands):
<TABLE>
2000 1999
------------- -------------
<S> <C> <C>
Land $ 3,060 $ 3,060
Buildings 31,140 29,104
Furniture, fixtures and equipment 94,844 85,871
Leasehold improvements 23,212 22,674
Construction in progress 503 3,952
------------- -------------
Total 152,759 144,661
Less: Accumulated depreciation
and amortization (93,196) (82,764)
------------- -------------
Net property, plant and equipment $ 59,563 $ 61,897
============= =============
</TABLE>
DEPRECIATION AND AMORTIZATION
The Company provides for depreciation and amortization using accelerated and
straight-line methods by charges to operations in amounts that allocate the cost
of the assets over their estimated useful lives, which are shown below:
<TABLE>
<S> <C>
Estimated
ASSET CLASSIFICATION USEFUL LIFE
Buildings 15-40
Furniture, fixtures and equipment 3-7
Leasehold improvements Life of Lease
</TABLE>
FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards (SFAS) No. 107, "Disclosure about
Fair Value of Financial Instruments," requires the disclosure of the fair market
value of off- and on-balance sheet financial instruments. The carrying value of
all financial instruments, including long-term debt and cash and temporary cash
investments, approximates their fair value at year-end.
22
<PAGE>
REVENUE RECOGNITION
Revenue is recognized upon product shipment to customers net of estimated
returns.
ADVERTISING
Production costs of commercials and programming are charged to operations in the
year first aired. The costs of other advertising, promotion and marketing
programs are charged to operations in the year incurred. For fiscal years 2000,
1999 and 1998, total advertising expense was $18.8 million, $23.0 million and
$23.1 million, respectively.
OTHER INCOME
Other income consisted of the following for the years ended September 30, 2000,
1999 and 1998 (in thousands):
<TABLE>
2000 1999 1998
--------- --------- ---------
<S> <C> <C> <C>
Gain on sale of assets, net $ 867 $ 577 $ 205
Interest income 21 228 495
Other 482 408 394
--------- --------- ---------
Total other income, net $ 1,370 $ 1,213 $ 1,094
========= ========= =========
</TABLE>
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
FOREIGN CURRENCY TRANSLATION
Non-U.S. assets and liabilities are translated into U.S. dollars using the
year-end exchange rates. Revenues and expenses are translated at average
exchange rates during the year. Net foreign currency translation losses or gains
for functional currencies that are not expected to reverse in a reasonable time
period are recorded in the equity section of the balance sheet as comprehensive
income. The net translation loss for fiscal 2000 was $565,000, which resulted
from the exchange rate fluctuation in the UK.
GOODWILL
Goodwill is reviewed periodically to determine if an impairment exists by
evaluating the market value of the assets acquired. An impairment would exist if
the market value is less than the recorded goodwill. As of September 30, 2000,
the Company does not believe an impairment exists to the value of recorded
goodwill.
NEW ACCOUNTING STANDARDS
In fiscal 2000, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition" to reaffirm and clarify criteria for
revenue recognition and disclosure. The Company adopted this accounting bulletin
in fiscal 2000, and the impact was not significant.
23
<PAGE>
EITF 00-10, "Accounting for Shipping and Handling Fees and Costs," requires
amounts billed to customers for shipping and handling to be classified as
revenue. The Company generally does not bill customers for shipping and
handling charges. However, when shipping and handling charges are billed to
customers, amounts billed are recorded as a reduction of selling, general and
administrative expenses. In accordance with EITF 00-10, the Company will
adopt the new pronouncement in the fourth quarter of fiscal 2001. The impact
of this adoption is not expected to be significant.
Shipping, traffic and warehousing costs to the customer have been recorded to
selling, general and administrative expenses. Any other traffic or
warehousing costs are recorded in cost of goods sold by the Company. For
fiscal years 2000, 1999 and 1998, total shipping, traffic and warehousing
costs was $10.4 million, $11.0 million and $12.9 million, respectively.
In 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued to establish accounting and reporting standards for
derivative instruments and hedging activities. The Company does not utilize
derivative instruments nor does it perform hedging activities as defined in the
new pronouncement. The Company will adopt this new accounting standard in fiscal
2001. Had the Company adopted SFAS No. 133 this year, there would have been no
material affect to the financial statements for the years ended September 30,
2000, 1999, and 1998.
2. ACQUISITION
On January 13, 1999, the Company, through its main operating subsidiary
Haggar Clothing Co., acquired Jerell, Inc., a company engaged in the design
and marketing of women's apparel, for an aggregate acquisition cost of $43.6
million. The acquisition cost consisted of $36.9 million paid to the
shareholders of Jerell, $0.4 million as consideration for a covenant not to
compete to an executive officer, $4.7 million paid to a third party factor,
and $1.6 million in expenses attributable to the acquisition. In conjunction
with the acquisition, the Company received payments of notes receivable due
from former stockholders of Jerell, Inc. of $2.8 million and payments of $0.7
million from former stockholders of Jerell, Inc. for tax withholdings and a
tax refund of $0.8 million for net operating losses, resulting in a net
acquisition cost of $39.3 million. The acquisition was accounted for under
the purchase method. The excess consideration paid over the estimated fair
value of net assets acquired of approximately $29.0 million was recorded as
goodwill and is being amortized on a straight-line basis over its estimated
useful life of 20 years. The Company's consolidated financial statements have
incorporated Jerell's operating results from the effective date of the
acquisition. The following unaudited pro forma financial information combines
the results of operations of the Company and Jerell, Inc. as if the
acquisition had taken place at the beginning of fiscal 1998. These results
are not intended to be a projection of future results.
<TABLE>
<CAPTION>
Twelve Months Ended
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) September 30,
-------------
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Net sales $ 432,855 $448,542 $468,277
Net income 9,282 8,828 8,229
Net Income per share - Diluted $ 1.37 $1.18 $0.96
</TABLE>
In conjunction with the acquisition, liabilities were assumed as follows (in
thousands):
<TABLE>
<S> <C>
Fair value of assets acquired $ 46,665
Net cash paid for Jerell, Inc. 39,317
--------
Liabilities assumed $ 7,348
========
</TABLE>
24
<PAGE>
3. NET INCOME PER COMMON SHARE AND COMMON SHARE EQUIVALENT
Basic earnings per share excludes dilution and is computed by dividing net
income by the weighted-average number of common shares outstanding for the
period. Diluted earnings per share is computed by dividing net income by the sum
of the weighted-average number of common shares outstanding for the period and
the number of equivalent shares assumed outstanding under the Company's
stock-based compensation plans.
Options held by employees to purchase 826,865 common shares at prices ranging
from $12.875 to $23.00 were not dilutive and were outstanding for the twelve
months ended September 30, 2000. Options held by employees to purchase 820,865
common shares at prices ranging from $12.13 to $23.00 were not dilutive and were
outstanding for the twelve months ended September 30, 1999. Options held by
employees to purchase 214,999 common shares at prices ranging from $15.00 to
$23.00 were not dilutive and were outstanding for the twelve months ended
September 30, 1998. These shares for the aforementioned periods were not
included in the diluted earnings per share calculation because the options'
exercise prices were greater than the average market price of the common shares.
Diluted earnings per share were calculated as follows (in thousands, except per
share data):
<TABLE>
<CAPTION>
Twelve Months Ended
September 30,
----------------------------------
<S> <C> <C> <C>
2000 1999 1998
---- ---- ----
Net income to common stockholders $9,282 $9,398 $8,024
Weighted average common shares outstanding 6,733 7,437 8,530
Share equivalents, due to stock options 53 28 15
------ ------ ------
6,786 7,465 8,545
===== ====== =====
Net Income per share - Diluted $ 1.37 $ 1.26 $ 0.94
======= ====== ======
</TABLE>
4. DUE FROM FACTOR
The Company has a factoring agreement with Bank of America for the purposes of
providing credit administration for the Company. Under the terms of the
factoring agreement, Bank of America purchases substantially all of Jerell's
specialty store accounts receivable without recourse with some loss sharing
occurring in certain circumstances.
25
<PAGE>
5. INCOME TAXES
The components of the provision for income taxes are as follows for the years
ended September 30, 2000, 1999 and 1998 (in thousands):
<TABLE>
<CAPTION>
2000 1999 1998
---------- --------- ---------
<S> <C> <C> <C>
Current federal income tax $ 7,010 $ 8,611 $ 2,648
Deferred federal income tax (620) (2,922) 1,905
State income tax 664 547 409
---------- --------- ---------
Provision for income taxes $ 7,054 $ 6,236 $ 4,962
========== ========= =========
</TABLE>
Temporary differences and carryforwards, which give rise to a significant
portion of net deferred income tax, are as follows (in thousands):
<TABLE>
<CAPTION>
2000 1999
------------ -------------
<S> <C> <C>
Deferred income tax assets:
Workers' compensation accrual $ 1,379 $ 1,676
Inventory cost capitalization
and valuation 4,210 4,546
Allowances for
accounts receivable 1,983 1,309
Health and life insurance accrual 503 638
Reserve for reorganization 189 280
Accrued wages and other employee
compensation 1,260 1,064
Property, plant and equipment, net 1,029 -
Other 1,731 2,915
------------ -------------
12,284 12,428
Less - Valuation allowance (291) (291)
------------ -------------
11,993 12,137
Deferred income tax liability:
Property, plant and equipment, net - (764)
Prepaid insurance (140) (140)
------------ -------------
Net deferred income tax asset 11,853 11,233
Less - Current deferred tax benefit (10,624) (12,100)
------------ -------------
Long-term deferred tax asset (liability) $ 1,229 $ (867)
============ =============
</TABLE>
The provision for income taxes was different than the amount computed using the
statutory federal income tax rate for the reasons set forth in the following
table (in thousands):
<TABLE>
<CAPTION>
2000 1999 1998
--------- --------- ---------
<S> <C> <C> <C>
Tax computed at the
statutory rate $ 5,718 $ 5,316 $ 4,415
State income taxes 664 547 409
Tax credits utilized (232) (341) (260)
Non-deductible goodwill 507 367 -
Other 397 347 398
--------- --------- ---------
$ 7,054 $ 6,236 $ 4,962
========= ========= =========
</TABLE>
26
<PAGE>
6. LONG-TERM DEBT
Long-term debt consisted of the following at September 30, 2000 and 1999 (in
thousands):
<TABLE>
<CAPTION>
2000 1999
------------- -------------
<S> <C> <C>
Borrowings under revolving
credit line $ 29,000 $ -
Industrial Development Revenue
Bonds with interest at a rate equal
to that of high-quality, short-term,
tax-exempt obligations, as defined
(5.60% at September 30, 2000),
payable in annual installments of
$100 to $200, and a final payment
of $2,000 in 2005, secured by
certain buildings and equipment 2,500 2,600
Allstate notes 17,857 21,429
Other 1,022 1,414
------------- -------------
Total Debt 50,379 25,443
Less - Current portion 4,046 4,069
------------- -------------
Long-Term Debt $ 46,333 $ 21,374
============= =============
</TABLE>
Net assets mortgaged or subject to lien under the Industrial Development Revenue
Bonds totaled approximately $756,533 at September 30, 2000.
As of September 30, 2000, the Company had a revolving credit line agreement (the
"Agreement") with certain banks subject to certain borrowing base limitations.
During 1999, the Agreement was amended to extend the maturity date to June 30,
2002. The Company had additional available borrowing capacity of approximately
$62,000,000 under this Agreement at September 30, 2000. The Company incurred
approximately $157,000 in commitment fees related to the available borrowing
capacity during the year ended September 30, 2000. The interest rates for the
year ended September 30, 2000, ranged from 5.625% to 8.25%. The facility will
mature June 30, 2002, unless renewed and is unsecured. The Agreement prohibits
the Company from pledging its accounts receivables and inventories, contains
limitations on incurring additional indebtedness and requires the maintenance of
certain financial ratios. The Agreement requires the Company to maintain a
tangible net worth in excess of the tangible net worth of the preceding fiscal
year plus 50% of the Company's consolidated net income. The Agreement prohibits
the payment of any dividend if a default exists after giving effect to such a
dividend.
In 1995, the Company completed the sale and issuance of $25,000,000 in senior
notes (the "Allstate notes"). Proceeds from the Allstate notes were used to
partially fund the construction of the Company's Customer Service Center
("CSC"). Significant terms of the Allstate notes include a maturity date of ten
years from the date of issuance, interest payable semi-annually and annual
principal payments beginning in the fourth year. The interest rate on the
Allstate notes is fixed at 8.49%. The terms and conditions of the note purchase
agreement governing the Allstate notes include restriction on the sale of
assets, limitations on additional indebtedness and the maintenance of certain
net worth requirements.
27
<PAGE>
Principal payments due during the next five years on debt are as follows (in
thousands):
<TABLE>
<CAPTION>
Years Ending September 30, Amount
-------------------------- -----------
<S> <C>
2001 $ 4,046
2002 33,012
2003 3,979
2004 3,671
2005 3,671
Thereafter 2,000
-----------
$ 50,379
===========
</TABLE>
7. LEASES AND OTHER COMMITMENTS
OPERATING LEASES
The Company leases certain of its manufacturing, computer and automotive
equipment under agreements that expire at various dates through 2010 and contain
options to renew at various terms. The following is a schedule of future minimum
rental payments required under operating leases at September 30, 2000 (in
thousands):
<TABLE>
<CAPTION>
Years Ending September 30, Amount
-------------------------- -------
<S> <C>
2001 $ 6,949
2002 5,084
2003 3,615
2004 2,598
2005 3,160
Thereafter 464
----------
$21,870
=========
</TABLE>
Rental expense was $8,437,000, $7,657,000 and $7,802,000 in the years ended
September 30, 2000, 1999 and 1998, respectively.
COMMITMENTS AND CONTINGENCIES
The Company had approximately $26,096,000 in outstanding letters of credit at
September 30, 2000, primarily in connection with certain self-insurance
agreements and certain inventory purchases of the Company.
During the last two years, two jury verdicts totaling $5.2 million have been
returned against subsidiaries of the Company related to claims by former
employees for wrongful discharge and common law tort. Management and legal
counsel believe the verdicts in these lawsuits are both legally and factually
incorrect, and the Company intends to appeal the original jury verdicts.
Management does not believe that the outcome of these appeals will have a
material adverse impact on its financial statements.
The Company is involved in various other claims and lawsuits incidental to its
business. In the opinion of management, these claims and suits in the aggregate
will not have a material adverse effect on the Company's financial position or
the results of operations for future periods.
28
<PAGE>
8. RESTRUCTURING CHARGES
In 1999, the Company charged $1.7 million to selling, general and administrative
expense for severance costs resulting from the termination in fiscal 1999 of 42
people from the Company's sales force and corporate personnel. The $1.7 million
liability as of September 30, 1999 was paid in fiscal 2000.
The Company paid restructuring charges of $1.4 million and $2.2 million in
fiscal 1999 and 1998, respectively. The remaining restructuring reserve of
approximately $1.6 million relates to legal issues resulting from the
restructuring and is expected to be paid upon completion of appeals that could
occur as early as September 30, 2001.
The amounts disclosed represent management's best estimate of the costs to be
incurred. The actual amounts incurred could vary from these estimates if future
developments differ from the underlying assumptions used by management in
developing the accrual.
9. EMPLOYEE BENEFIT PLANS
The Company provides a Profit Sharing and Savings Plan (the "Plan") to all
eligible employees of the Company, as defined. Discretionary profit sharing
contributions, made by the Company, are allocated to eligible Plan participants
based on their respective compensation. The profit sharing contributions vest
according to a defined vesting schedule. Full vesting occurs at the end of seven
years of service or upon retirement, death or disability of Plan participants.
Participants may contribute, subject to IRS limits, from 1% to 15% of their
compensation to the Plan under Internal Revenue Code Section 401(k) ("401(k)
Contributions"). Participant 401(k) Contributions are 100% vested at the date
they are contributed. The Company matches 401(k) contributions, subect to IRS
limits, up to 50% of each participant's 401(k) contribution and up to 6% of
the participants compensation. The Company's matching 401(k) contributions
vested over a period of three years. The Company also may make a
discretionary profit sharing contribution as a percent of the participant's
eligible compensation. The Company's discretionary Profit Sharing
Contributions vest over a period of seven years. The Company has contributed
approximately $1,388,000, $1,233,000, and $1,233,000 for each of the year
ended September 30, 2000, 1999, and 1998 respectively.
The Company also has an Employee Benefits Trust (the "Trust") to provide
eligible employees of the Company, as defined, with certain welfare benefits.
Trust contributions are made by the Company, as defined by the trust agreement.
The Company contributed approximately $6,895,000, $5,681,000 and $5,397,000 to
the Trust for the years ended September 30, 2000, 1999 and 1998, respectively.
SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," sets standards of financial accounting and reporting for an employer
that provides postretirement benefits other than pensions to its employees.
Although the Company provides welfare benefits to a limited number of eligible
retired employees, as defined, such benefits have been insignificant for the
years ended September 30, 2000, 1999 and 1998. Additionally, such benefits are
expected to be insignificant in future years.
29
<PAGE>
The Company has a noncompensatory employee stock purchase plan to provide
employees with a convenient way to acquire Company stock through payroll
deductions. Substantially all employees meeting limited employment
qualifications may participate in the stock purchase plan.
LONG-TERM INCENTIVE PLAN
The Company has a long-term incentive plan which authorizes the grant of stock
options to key employees. The options vest over a period of three to five years
and expire ten years from the date of grant. The options are issued at an
exercise price not less than the fair market value of the Company's common stock
on the date of the grant. The long-term incentive plan allows for 1,750,000
shares to be granted. The following table summarizes the changes in common stock
options in fiscal 2000, 1999 and 1998:
<TABLE>
<CAPTION>
Weighted Average
Shares Exercise Price
------ --------------
<S> <C> <C>
Options outstanding as
of September 30, 1997 746,938 $15.32
Options granted 757,231 $12.72
Options exercised (16,362) 13.50
Options canceled (276,986) 17.68
--------- -----
Options outstanding as
of September 30, 1998 1,210,821 $13.18
Options granted 37,000 $11.50
Options canceled (52,456) 15.14
----------- -----
Options outstanding
as of September 30, 1999 1,195,365 $13.05
Options granted 398,000 $11.04
Options exercised (6,000) 11.00
----------- -----
Options outstanding
as of September 30, 2000 1,587,365 $12.55
Options available for grant
as of September 30, 2000 115,742
Options exercisable as of
September 30, 2000 973,143 $13.18
</TABLE>
As of September 30, 2000, 1,569,365 options with exercise prices ranging from
$11.00 to $15.88 were outstanding with a weighted average remaining
contractual life of approximately 6.4 years and a weighted average exercise
price of $12.41. Of these options, 955,143 were exercisable with a weighted
average exercise price of $13.04.
As of September 30, 2000, 18,000 options with exercise prices ranging from
$19.25 to $23.00 were outstanding and exercisable with a weighted average
remaining contractual life of approximately 3.2 years and a weighted average
exercise price of $20.92.
The number of options exercisable in fiscal 1999 and 1998 were 761,468 and
577,344, respectively. The weighted average exercise price of these
exercisable options was $13.30 and $13.72, for 1999 and 1998, respectively.
30
<PAGE>
The Company accounts for the stock option plans under Accounting Principles
Board Opinion No. 25, under which no compensation has been recognized. Had
compensation costs for these options been determined consistent with SFAS No.
123, "Accounting for Stock-Based Compensation," the Company's net income and
earnings per share would have been reduced to the following pro forma amounts
(in thousands, except per share amounts):
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Net Income:
As reported $9,282 $9,398 $8,024
Pro Forma $7,879 $7,799 $6,318
Diluted EPS:
As reported $1.37 $ 1.26 $ 0.94
Pro Forma $1.16 $ 1.05 $ 0.74
</TABLE>
Because the SFAS No. 123 method of accounting has not been applied to options
granted prior to October l, 1995, the resulting pro forma compensation cost may
not be representative of that to be expected in future years.
The fair value of each option grant of $5.96, $6.13 and $5.96 is estimated on
the date of grant using the Black-Scholes option pricing model with the
following weighted average assumptions for 2000, 1999 and 1998, respectively:
risk-free interest rates of 6.2%, 6.4% and 6.0%, respectively; expected lives of
five years; expected volatility of 39.2%, 43.6% and 47.2%, respectively;
expected dividend rate of $0.20.
31
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Haggar Corp.:
We have audited in accordance with auditing standards generally accepted in the
United States the consolidated financial statements of Haggar Corp. (a Nevada
corporation) and subsidiaries included in this Form 10-K and have issued our
report thereon dated October 31, 2000. Our audits were made for the purpose of
forming an opinion on the basic consolidated financial statements taken as a
whole. Schedules I and II are the responsibility of the Company's management and
are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic consolidated financial
statements. These schedules have been subjected to the auditing procedures
applied in the audits of the basic consolidated financial statements and, in our
opinion, fairly state in all material respects the financial data required to be
set forth therein in relation to the basic consolidated financial statements
taken as a whole.
Arthur Andersen LLP
Dallas, Texas,
October 31, 2000
32
<PAGE>
SCHEDULE I
Page 1 of 2
HAGGAR CORP. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HAGGAR CORP. (PARENT COMPANY)
BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
ASSETS:
Investment in subsidiaries $ 71,479 $ 69,154
Note receivable from Haggar Clothing Co. 138,775 128,693
----------- -----------
Total Assets $ 210,254 $ 197,847
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Dividend payable and other current liabilities $ 327 $ 359
Due to subsidiaries 46,143 33,040
----------- -----------
Total current liabilities 46,470 33,399
STOCKHOLDERS' EQUITY:
Common stock 858 857
Additional paid-in capital 41,931 41,860
Retained earnings 144,287 136,267
Cumulative translation adjustment (565) -
Less - treasury stock (22,727) (14,536)
----------- -----------
Total stockholders' equity 163,784 164,448
----------- -----------
Total Liabilities and Stockholders Equity $ 210,254 $ 197,847
=========== ===========
</TABLE>
33
<PAGE>
SCHEDULE I
Page 2 of 2
HAGGAR CORP. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HAGGAR CORP. (PARENT COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Equity in earnings of subsidiaries $ 2,380 $ 2,380 $ 2,755
Interest income 10,081 10,925 8,568
Income tax expense (3,689) (3,907) (3,299)
------- ------- -------
Net income $ 9,282 $ 9,398 $ 8,024
======== ======== ========
</TABLE>
34
<PAGE>
SCHEDULE II
HAGGAR CORP. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
AS OF SEPTEMBER 30, 2000, 1999 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
Balance at Charges to Balance at
Beginning of Costs and Deductions End of
Period Expenses Payments (1) Period
---------------- --------- -------- ----------- -------
<S> <C> <C> <C> <C> <C>
September 30, 2000:
Allowance for doubtful accounts $ 1,736 $ 368 $ - $(1,319) $ 785
Restructuring change - 1999 1,700 - (1,700) - -
Restructuring Charge - 1996 1,566 - - - 1,566
SFAS No. 109 valuation allowance 291 - - - 291
September 30, 1999:
Allowance for doubtful accounts (2) $ 906 $ 1,018 $ - $ (188) $ 1,736
Restructuring Charge - 1999 - 1,700 - - 1,700
Restructuring Charge - 1996 3,000 - (1,434) - 1,566
SFAS No. 109 valuation allowance 250 41 - - 291
September 30, 1998:
Allowance for doubtful accounts $ 931 $ (203) $ - $ 178 $ 906
Restructuring Charge - 1996 5,200 - (2,200) - 3,000
SFAS No. 109 valuation allowance 250 - - - 250
</TABLE>
(1) Amounts deemed uncollectible and recoveries of previously reserved
amounts.
(2) September 30, 1999, includes Jerell, Inc. allowance for doubtful
accounts of $480.
35
-<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Part III, Item 10 is incorporated by reference from
the Registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Part III, Item 11 is incorporated by reference from
the Registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Part III, Item 12 is incorporated by reference from
the Registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Part III, Item 13 is incorporated by reference from
the Registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this report.
36
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Pages
<S> <C>
Report of Independent Public Accountants. 16
Consolidated Statements of Operations,
Years Ended September 30, 2000, 1999 and 1998. 17
Consolidated Balance Sheets, at September 30, 2000 and 1999. 18
Consolidated Statements of Stockholders' Equity,
Years Ended September 30, 2000, 1999 and 1998. 19
Consolidated Statements of Cash Flows,
Years Ended September 30, 2000, 1999, and 1998. 20
Notes to Consolidated Financial Statements. 21-31
(2) FINANCIAL STATEMENT SCHEDULES
Report of Independent Public Accountants. 32
Schedule I - Condensed Financial Information of Registrant -
Haggar Corp. (Parent Company). 33-34
Schedule II - Valuation and Qualifying Accounts. 35
</TABLE>
Schedules not included with this additional financial data have
been omitted because they are not applicable or the required
information is shown in the Consolidated Financial Statements or
Notes thereto.
(3) EXHIBITS
3 (a) Third Amended and Fully Restated Articles of
Incorporation. (Incorporated by reference from
Exhibit 3(a) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1993
[File No. 0-20850].)
3 (b) Bylaws of the Company, as amended. Incorporated by
reference from Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1994 [File No. 0-20850].)
4 (a) Specimen Certificate evidencing Common Stock (and
Preferred Stock Purchase Right).(Incorporated by
reference from Exhibit 4(a) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994 [File No. 0-20850].)
4 (b) Form of Stockholders' Rights Agreement.
(Incorporated by reference from Exhibit 4(b)to the
Company's Pre-Effective Amendment No. 1 to Form
S-1, filed with the Security and Exchange Commission
on November 16, 1992 [Registration No. 33-52704].)
4 (c) Note Purchase Agreement dated December 22, 1994,
among Haggar Apparel Company, Haggar Corp. and
Allstate Life Insurance Company. (Incorporated by
reference from Exhibit 4(a) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994 [File No. 0-20850].)
37
<PAGE>
4 (d) Note No. 1 dated December 22, 1994, in original
principal amount of $10,500,000 executed by Haggar
Apparel Company, as maker, and Haggar Corp., as
guarantor, payable to Allstate Life Insurance
Company. (Incorporated by reference from Exhibit
4(b) to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1994
[File No. 0-20850].)
4 (e) Note No. 2 dated December 22, 1994, in original
principal amount of $6,500,000 executed by Haggar
Apparel Company, as maker, and Haggar Corp., as
guarantor, payable to Allstate Life Insurance
Company. (Incorporated by reference from Exhibit
4(c) to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1994
[File No. 0-20850].)
4 (f) Note No. 3 dated December 22, 1994, in original
principal amount of $4,800,000 executed by Haggar
Apparel Company, as maker, and Haggar Corp., as
guarantor, payable to Allstate Life Insurance
Company. (Incorporated by reference from Exhibit
4(d) to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1994
[File No. 0-20850].)
4 (g) Note No. 4 dated December 22, 1994, in original
principal amount of $2,200,000 executed by Haggar
Apparel Company, as maker, and Haggar Corp., as
guarantor, payable to Allstate Life Insurance
Company. (Incorporated by reference from Exhibit
4(e) to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1994
[File No. 0-20850].)
4 (h) Note No. 5 dated December 22, 1994, in original
principal amount of $1,000,000 executed by Haggar
Apparel Company, as maker, and Haggar Corp., as
guarantor, payable to Allstate Life Insurance
Company. (Incorporated by reference from Exhibit
4(f) to the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1994
[File No. 0-20850].)
10 (a) 1992 Long Term Incentive Plan. (Incorporated by
reference from Exhibit 10(a) to the Company's
Pre-Effective Amendment No. 1 to Form S-1, filed
with the Security and Exchange Commission on
November 16, 1992 [Registration No. 33-52704].)
10 (b) Management Incentive Plan. (Incorporated by
reference from Exhibit 10(b) to the Company's
Registration Statement on Form S-1, filed with the
Security and Exchange Commission on October 1, 1992
[Registration No. 33-52704].)
10 (c) First Amendment to the 1992 Long-term Incentive
Plan. (Incorporated by reference from Exhibit 10(a)
to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994 [File No. 0-20850].)
10 (d) First Amended and Restated Credit Agreement between
the Company and Texas Commerce Bank, as agent for a
bank syndicate. (Incorporated by reference from
Exhibit 10(k) to the Company's Annual Report on Form
10-K for the year ended September 30, 1996 [File No.
0-20850].)
10 (e) First Amendment to First Amended and Restated Credit
Agreement dated December 31, 1996, between the
Company and Texas Commerce Bank, as agent for a bank
syndicate. (Incorporated by reference from Exhibit
10(f) to the Company's Annual Report on Form 10-K for
the year ended September 30, 1997 [File No.
0-20850].)
38
<PAGE>
10 (f) Second Amendment to First Amended and Restated
Credit Agreement dated June 30, 1997, between the
Company and Texas Commerce Bank, as agent for a bank
syndicate. (Incorporated by reference from Exhibit
10(g) to the Company's Annual Report on Form 10-K for
the year ended September 30, 1997 [File No.
0-20850].)
10 (g) Third Amendment to First Amended and Restated
Credit Agreement dated December 15, 1997, between the
Company and Texas Commerce Bank, as agent for a bank
syndicate. (Incorporated by reference from Exhibit
10(h) to the Company's Annual Report on Form 10-K for
the year ended September 30, 1997 [File No.
0-20850].)
10 (h) Fourth Amendment to First Amended and Restated
Credit Agreement dated June 30, 1998, between the
company and Chase Bank of Texas, as agent for a bank
syndicate. (Incorporated by reference from Exhibit
10(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998. [File No.
0-20850].)
10 (i) Fifth Amendment to First Amended and Restated
Credit Agreement dated December 29, 1998, between the
company and Chase Bank of Texas, as agent for a bank
syndicate. (Incorporated by reference from Exhibit
10(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1998. [File No.
0-20850].)
10 (j) Sixth Amendment to First Amended and Restated
Credit Agreement dated May 28, 1999, between the
company and Chase Bank of Texas, as agent for a bank
syndicate. (Incorporated by reference from Exhibit
10(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999. [File No.
0-20850].)
10 (k) Seventh Amendment to First Amended and Restated
Credit Agreement dated May 28, 1999, between the
company and Chase Bank of Texas, as agent for a bank
syndicate. (Incorporated by reference from Exhibit
10(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999. [File No.
0-20850].)
21 Significant subsidiary of the company.
23 Consent of independent public accountants.
27.1 Financial Data Schedule.
(b) REPORTS ON FORM 8-K
There was no report on Form 8-K filed with the Commission during
fiscal 2000. The Company did file a Form 8-K with the Commission
dated November 7, 2000, relating to the Company's projections for
fiscal 2001 under Item 9 Regulation FD Disclosure.
39
<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK.
40
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
HAGGAR CORP.
(Registrant)
By: /s/ DAVID M. TEHLE
------------------------------------------
David M. Tehle, December 21, 2000
(EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
------------------------------------------------- ----------------------------------- ----------------------
<S> <C> <C>
/s/ J. M. HAGGAR, III Chairman and December 21, 2000
------------------------------------------------- Chief Executive Officer
J. M. Haggar, III (Principal Executive Officer)
/s/ FRANK D. BRACKEN Director, President and December 21 , 2000
------------------------------------------------- Chief Operating Officer
Frank D. Bracken
/s/ DAVID M. TEHLE Executive Vice President December 21, 2000
------------------------------------------------- and Chief Financial Officer (Principal
David M. Tehle Financial and Accounting Officer)
/s/ JOHN C. TOLLESON Director December 21, 2000
-------------------------------------------------
John C. Tolleson
/s/ RAE EVANS Director December 21, 2000
-------------------------------------------------
Rae Evans
</TABLE>
41
<PAGE>
HAGGAR CORP. AND SUBSIDIARIES
INDEX TO ATTACHED EXHIBITS
EXHIBIT
21 Significant Subsidiary of the Company
23 Consent of Independent Public Accountants
27.1 Financial Data Schedule
42
